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12. RETURN OF AIRCRAFT

 12.1 RETURN:

 On the Final Expiry Date, Lessee will, unless an Event of Loss shall
 have occurred, at its expense, redeliver the Aircraft and Aircraft
 Documents to Lessor at the Redelivery Location, in a condition
 complying with Schedule 3, free and clear of all Security Interests
 and Permitted Liens (other than Lessor Liens).

 12.2 FINAL INSPECTION:

 Immediately prior to redelivery of the Aircraft, Lessee will make
 the Aircraft available to Lessor for the Final Inspection, as set
 forth in Schedule 3.

 12.3 NON-COMPLIANCE:

 (a) If at the time of completion of Final Inspection Lessee has
 not fully complied with its obligation to redeliver the
 Aircraft and Aircraft Documents to Lessor in the condition and
 status required under this Agreement (including Schedule 3
 hereto), or Lessee fails to make the Aircraft available to
 Lessor on a timely basis for inspection and redelivery
 pursuant to Clause 12.1 and Schedule 3 hereto, the Term may
 be, upon written notice by Lessor acting in good faith in this
 regard, extended up to the time when the Aircraft has been
 redelivered to Lessor in full compliance with this Agreement,
 for the sole purpose of enabling such non-compliance or
 failure to be promptly rectified, and during such extension
 period:

 (i) Lessee shall not use the Aircraft in flight operations
 except those related directly to the redelivery of the
 Aircraft to Lessor;

 (ii) all Lessee's obligations and covenants under this
 Agreement will remain in full force until Lessee so
 redelivers the Aircraft

 (iii)